Petroplus and acquirer offer to buy 10½% notes

New York, Dec. 1 - Petroplus International NV and RIVR Acquisition BV said they are offering to repurchase all of Petroplus' outstanding 10½% senior notes due 2010 and will seek the consent of the noteholders for proposed amendments to the trust deed. The terms outlined (except for the deadlines) are much along the lines the two companies outlined in a similar announcement in mid-May.

Petroplus and RIVR - the vehicle through which Netherlands-based oil refinery operator Petroplus is being acquired by funds affiliated with The Carlyle Group - set a consent deadline of 5 p.m. GMT on Dec. 14 and said the tender offer would expire at 5 p.m. GMT on Jan. 20, with both deadlines subject to possible acquisition.

Total consideration for the notes - to be paid to those holders who validly tender them and deliver consents by the consent deadline - will be €1,010 per €1,000 principal amount, including a consent payment of €10 per €1,000. Noteholders tendering after the consent deadline will not receive the consent payment.

The senior notes offer price, including consent premium, implies a premium of 39% to the quoted closing price on the Luxembourg Stock Exchange on May 17 and a premium of 27% to the average quoted closing price during the three months prior to the announcement.

Petroplus and RIVR said that making the offer to buy the senior notes constitutes the first step in a process that is expected to also involve an offer to buy all of Petroplus' equity; if the equity offer is carried out, it will have a purchase price of €8 per share.

The making of the equity offer will be contingent upon Petroplus having received consents from the holders of a majority of the 10½% notes, among other conditions. The tender offer for the notes and the intended offer to buy back the shares will be conditional upon - among other factors - 73.33% of the notes having been tendered and 95% of the shares having been tendered.

RIVR said it has now signed binding financial agreements for the financing of the tender offer for the notes and the planned equity tender offer with a consortium of banks consisting of Barclays Bank plc., Fortis Bank, NIBCapital and Rabobank for the senior debt financing and Intermediate Capital Group for the mezzanine financing.

The companies said they are repurchasing the senior notes and soliciting consents because the current terms and conditions of the trust deed significantly restrict Petroplus' ability to conduct its business, preventing it from taking advantage of opportunities arising from time to time.

A number of holders of the senior notes, including Reggeborgh Invest BV and Intermediate Capital Group Ltd., have irrevocably undertaken to give their consents to the proposed amendments and to tender their notes. They account for a total principal amount of €55.8 million, or 24.8% of the total.

Completion of the tender offer will be conditioned upon (i) the valid tender of at least €165 million (73.33%) of the notes not subject to any right of withdrawal, (ii) the execution and delivery of a supplemental trust deed implementing the proposed amendments, and (iii) the completion of the equity buyback offer, which will likely begin the third week in December.

Barclays Capital is the dealer manager. The tender agents are The Bank of New York and The Bank of New York (Luxembourg) SA (contact either Daniel Wynne at +44 20 7964 6337 or Jackie Geisen on +44 20 7964 7306).

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